Berkshire Hills Bancorp Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On September 1, 2025, Beacon Financial Corporation, a Delaware corporation previously known as “Berkshire Hills Bancorp, Inc.” (the “Company” or “Beacon Financial”), completed its previously announced merger of equals transaction with Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), pursuant to the Agreement and Plan of Merger, dated as of December 16, 2024, by and among the Company, Commerce Acquisition Sub, Inc. and Brookline (the “Merger Agreement”). On September 1, 2025, Commerce Acquisition Sub, Inc. merged with and into Brookline (the “Merger”), immediately followed by the merger of Brookline with and into the Company (the “Holdco Merger”), with the Company as the resulting corporation. The Company also changed its name from “Berkshire Hills Bancorp, Inc.” to “Beacon Financial Corporation.” Immediately following the closing of the Holdco Merger, the Company changed its New York Stock Exchange ticker symbol for its common stock, par value $0.01 per share (the “Company Common Stock”), from “BHLB” to “BBT.” Immediately following the closing of the Holdco Merger, the Company had approximately 84,272,242 shares of common stock outstanding.
Pursuant to the terms of the Merger Agreement, as of the closing of the Holdco Merger, each share of Brookline common stock, par value $0.01 per share, was converted into the right to receive 0.42 shares (the “Exchange Ratio”) of Company Common Stock, with cash to be paid in lieu of fractional shares. Each previously outstanding share of Company Common Stock remained outstanding and was unaffected by the Merger.
Immediately following the Holdco Merger, Berkshire Bank, a wholly owned subsidiary of the Company, Bank Rhode Island, a wholly owned subsidiary of Brookline, and PCSB Bank, a wholly owned subsidiary of Brookline, each merged with and into Brookline Bank, a wholly owned subsidiary of Brookline, with Brookline Bank as the surviving bank (the “Bank Mergers” and, together with the Merger and the Holdco Merger, the “Transaction”). Additionally, Brookline Bank changed its name to “Beacon Bank & Trust,” although it will be more commonly referred to as “Beacon Bank.”
The foregoing description of the Transaction and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
In connection with the Holdco Merger, the Company assumed $75.0 million of 6.000% Fixed-to-Floating Rate Subordinated Debentures due September 15, 2029 (the “Notes”) of Brookline. The terms of the Notes are set forth in an Indenture dated September 16, 2014, a First Supplemental Indenture, including the form of the Notes, dated September 16, 2014, and a Second Supplemental Indenture dated September 1, 2025, copies of which are included as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.
In addition, the Company assumed Brookline’s obligations with respect to Brookline’s outstanding trust preferred securities and subordinated notes, consisting of (i) $4.9 million of floating rate junior subordinated deferrable interest debenture due March 17, 2034 (the “2034 Debenture”) and (ii) $4.9 million of fixed/floating rate junior subordinated deferrable interest debentures due June 26, 2033 (the “2033 Debenture” and together with the 2034 Debenture, the “Debentures”). The supplemental indentures pursuant to which the Company assumed each of the Debentures, as well as the original indentures pursuant to which each Debenture was issued, have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. The Company agrees to furnish a copy of such indentures to the SEC upon request.
| Item 3.01 | Material Modifications of Rights of Security Holders |
In connection with the consummation of the Holdco Merger, the Company filed a Certificate of Merger with the Delaware Secretary of State (the “Certificate of Merger”). As of the closing of the Holdco Merger, the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including to increase the total number of authorized shares of the Company’s capital stock from 102,000,000 to 202,000,000, of which 200,000,000 shares are designated as shares of common stock, par value $0.01, and 2,000,000 shares are designated as shares of preferred stock, par value $0.01. A description of the Company’s capital stock is included in the joint proxy statement/prospectus filed by the Company with the Securities and Exchange Commission on April 8, 2025 (the “Joint Proxy Statement/Prospectus”) in the section entitled “Description of Berkshire Capital Stock” and is incorporated by reference into this Item 3.01.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of Directors
As of the closing of the Transaction, Beacon Financial increased the size of its Board of Directors to 16 members and each of Joanne B. Chang, Margaret Boles Fitzgerald, Willard I. Hill, Jr., Thomas J. Hollister, Bogdan Nowak, John M. Pereira, Paul A. Perrault and Merrill W. Sherman (collectively the “Legacy Brookline Directors”) were appointed to serve as directors of Beacon Financial. There are no arrangements between the Legacy Brookline Directors and any other person pursuant to which the Legacy Brookline Directors were selected as directors. There are no transactions in which any Legacy Brookline Director has an interest requiring disclosure under Item 404(a) of Regulation S-K with the exception of a lease agreement between Brookline Bank and Flour Bakery, a related interest of Ms. Chang. The lease agreement was entered into before Ms. Chang joined the Brookline board of directors and provides for incremental rent adjustments which are consistent with market terms. In 2023, these lease payments exceeded $120,000 annually for the first time and are anticipated to exceed this amount in subsequent years. In 2024, this amount was $175,495.
Each of David M. Brunelle, Mary Anne Callahan, Nina M. Charnley, Mihir A. Desai, William H. Hughes; II, Sylvia Maxfield, Karyn Polito, and Eric S. Rosengren will continue to serve as directors of Beacon Financial following the closing of the Transaction.
Accordingly, as of September 1, 2025, the Board of Directors of Beacon Financial had the following members:
David M. Brunelle (Board Chair); Mary Anne Callahan; Joanne B. Chang; Nina M. Charnley; Mihir A. Desai; Margaret Boles Fitzgerald; Willard I. Hill, Jr.; Thomas J. Hollister; William H. Hughes; II; Sylvia Maxfield; Bogdan Nowak; John M. Pereira; Paul A. Perrault; Karyn Polito; Eric S. Rosengren; and Merrill W. Sherman.
As of September 1, 2025, the Board of Directors committees listed below consisted of the following members:
| Audit Committee | Compensation Committee |
Corporate Governance and Nominating Committee |
Risk Committee |
Sylvia Maxfield (Chair) Mary Anne Callahan Joanne B. Chang Nina A. Charnley Willard I. Hill, Jr. Thomas J. Hollister |
Bogdan Nowak (Chair) David M. Brunelle Willard I. Hill, Jr. John M. Pereira Karyn Polito Eric Rosengren |
Thomas J. Hollister (Chair) David M. Brunelle Joanne B. Chang William H. Hughes, III Bogdan Nowak Karyn Polito |
Eric Rosengren (Chair) Margaret Boles-Fitzgerald Mihir A. Desai Sylvia Maxfield John M. Pereira Merrill W. Sherman |
Executive Officers
As previously disclosed, effective as closing of the Transaction, the following individuals were appointed as executive officers of the Company:
Paul A. Perrault, President and Chief Executive Officer
Carl M. Carlson, Chief Financial and Strategy Officer
Michael McCurdy, Chief Banking Officer
Mark Meiklejohn, Chief Credit Officer
Accordingly, effective as of September 1, 2025, the executive officers of Beacon Financial and Beacon Bank are:
Paul A. Perrault, President and Chief Executive Officer
Carl M. Carlson, Chief Financial and Strategy Officer
Jacqueline Courtwright, Chief Human Resources Officer
Sean A. Gray, Chief Operations Officer
Michael McCurdy, Chief Banking Officer
Mark Meiklejohn, Chief Credit Officer
Wm. Gordon Prescott, General Counsel and Corporate Secretary
As previously disclosed, in connection with the Merger: (i) Mr. Perrault entered into an amendment to his preexisting employment agreement with Beacon Financial and Beacon Bank which became effective as of September 1, 2025, (ii) Messrs. Carlson and McCurdy each entered into a retention bonus agreement which became effective as of February 26, 2025, (iii) Messrs. Gray and Meiklejohn each entered into an employment agreement with Beacon Financial and Beacon Bank which became effective as of September 1, 2025, and (iv) Ms. Courtwright and Mr. Prescott each entered into a retention agreement with Beacon Financial and Beacon Bank which became effective as of September 1, 2025, copies of which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 5.02. The material terms of each agreement are described in detail in Beacon Financial’s Joint Proxy Statement/Prospectus filed with the SEC on April 8, 2025 and are incorporated herein by reference. The Transaction constitutes a “change in control” pursuant to the Three-Year Employment Agreement by and among the Company, Berkshire Bank and Nitin J. Mhatre, who is no longer associated with the Company as a director or officer.
In addition, the Beacon Financial Corporation 2025 Stock Option and Incentive Plan, which was approved at the 2025 Annual Meeting of Stockholders of the Company, became effective as of September 1, 2025. The material terms of the Beacon Financial Corporation 2025 Stock Option and Incentive Plan are described in detail in Beacon Financial’s Joint Proxy Statement/Prospectus filed with the SEC on April 8, 2025 and are incorporated herein by reference.
| Item 5.03 | Amendments to Amended and Restated Certificate of Incorporation or Bylaws; Change in Fiscal Year |
As of the closing of the Holdco Merger, pursuant to the Merger Agreement, the filing of the Certificate of Merger effected several amendments to the Certificate of Incorporation of the Company, including changing the name of the Company to “Beacon Financial Corporation” and increasing the number of shares of authorized capital stock of the Company. The information set forth under Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Additionally, as of the closing of the Holdco Merger, the Company’s Bylaws were amended. Pursuant to the Merger Agreement, the amendment to the Amended and Restated Bylaws (the “Bylaws Amendment”) effect the following corporate governance arrangements:
| · | Composition of the Board of Directors. The boards of directors of the Beacon Financial and Beacon Bank each are comprised of 16 directors, with eight directors designated by each of Berkshire (which will include David M. Brunelle) and Brookline (which will include Paul A. Perrault). As of the closing of the Mergers, (i) David M. Brunelle will serve as the Chairman of the board of directors of the surviving corporation and of the board of directors of the surviving bank for a term of two years (assuming Mr. Brunelle is elected for a second term), and (ii) Paul A. Perrault will serve as the President and Chief Executive Officer of the surviving corporation and a member of the board of directors of the surviving corporation and the board of directors of the surviving bank for a term of two years (assuming Mr. Perrault is elected for a second term). |
| · | Executive Management. In addition to Mr. Perrault, the senior executive officers of Beacon Financial and Beacon Bank are (in alphabetical order) (i) Carl M. Carlson who will serve as Chief Financial and Strategy Officer; (ii) Jacqueline Courtwright who will serve as Chief Human Resources Officer; (iii) Sean A. Gray who will serve as Chief Operations Officer; (iv) Michael McCurdy who will serve as Chief Banking Officer; (v) Mark Meiklejohn who will serve as Chief Credit Officer; and (vi) Wm. Gordon Prescott who will serve as General Counsel and Corporate Secretary. |
| · | Corporate Name and Headquarters. The headquarters and main office of Beacon Financial and Beacon Bank is located at 131 Clarendon Street, Boston, Massachusetts 02116. |
The Bylaws Amendment provides that for a two-year period following closing of the Transaction, (i) Mr. Brunelle will serve as chair of the board of directors of Beacon Financial (ii) the affirmative vote of at least two-thirds of the members of Beacon Financial’s board of directors will be required to remove Mr. Perrault, Mr. Carlson, Mr. Gray, Mr. McCurdy or Mr. Meiklejohn from their respective offices or to approve a merger of Beacon Financial with and into any other corporation. The Bylaw Amendments also clarify the ability of stockholders to call annual or special meetings of stockholders, and clarify the bylaws advance notice and stockholder proposal and director nominee provisions, among other items.
The foregoing descriptions of the amendments to the Company’s Amended and Restated Certificate of Incorporation and the Bylaws Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of paragraph 6 of the Certificate of Merger, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K, and the full text of the Bylaws Amendment, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K, each of which is incorporated by reference into this Item 5.03.
| Item 8.01 | Other Events |
As noted above, in connection with the Merger, the Company changed its name from “Berkshire Hills Bancorp, Inc.” to “Beacon Financial Corporation.” The Company’s Common Stock will continue to trade on the New York Stock Exchange, but its ticker symbol changed from “BHLB” to “BBT” effective September 1, 2025. The Company’s common stock certificates that were outstanding immediately before the closing of the Holdco Merger are not affected by the name change; they continue to be valid and do not need to be exchanged.
On September 2, 2025, the Company issued a press release announcing the completion of the Transaction. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired. |
The information required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.
| (b) | Pro forma financial information. |
The information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days following the date that this Current Report on Form 8-K is required to be filed.
| (c) | Shell company transactions. None. |
| (d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| BEACON FINANCIAL CORPORATION | ||
| DATE: September 2, 2025 | By: | /s/ Wm. Gordon Prescott |
| Wm. Gordon Prescott | ||
| General Counsel and Corporate Secretary | ||